As filed with the Securities and Exchange Commission on April 18, 2002.
Registration No. ____-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2223025
- --------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1954 AIRPORT ROAD, SUITE 200 ATLANTA, GEORGIA 30341
-----------------------------------------------------------------
(Address of Principal Executive Offices, including Zip Code)
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
BROAD-BASED RESTRICTED STOCK PLAN
(Full title of the Plan)
------------------------------
Philip A. Theodore
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
(Name and address of agent for service)
(404) 572-4600
(Telephone number, including area code, of agent for service)
Copies to:
John Wang
Chief Financial Officer
International Airline Support Group, Inc.
1954 Airport Road, Suite 200
Atlanta, Georgia 30341
(770) 455-7575
CALCULATION OF REGISTRATION FEE
TITLE OF
SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- ---------- ------------- ------------- ------------ -------------
Common
Stock, par
value
$0.001 167,800 Shares $1.25 $209,750.00 $50.13
Per share
- ------- -------------- ----- ----------- ------
1 An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the plan become operative.
2 Estimated solely for the purpose of computing the registration fee,
pursuant to Rule 457(h) of the Securities Act of 1933, based upon the average of
the high and low selling prices per share of the Company's Common Stock on April
16, 2002, as reported by the American Stock Exchange ("AMEX").
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to the participating employee as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in the registration
statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended May 31, 2001 filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended November 30, 2001;
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since May 31, 2001; and
(c) The description of the Registrant's common stock, par value $.001
per share ("Common Stock"), contained in the Registration Statement on Form
8-A12G/A dated October 11, 1996, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all shares offered
have been sold or which deregisters all shares then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents (such documents and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in other subsequently filed Incorporated
Documents modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following summary is qualified in its entirety by reference to the
complete text of the Delaware General Corporation Law, Amended and Restated
Certificate of Incorporation, as amended, and Amended and Restated Bylaws.
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of directors and officers under certain
circumstances, as therein set forth.
The Registrant's Amended and Restated Bylaws provide that each person who
was or is made a party to, is threatened to be made a party to or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director, officer, employee or
agent of the Registrant (or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another entity), will be
indemnified and held harmless by the Registrant to the fullest extent permitted
by the Delaware General Corporation Law as it currently exists or is later
amended.
Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation, as amended, provides that a director of the Registrant shall not
be personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(ii) for any acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law or (iv) for any transaction in which the
director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following are filed as exhibits to this registration statement:
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31, 1996 (the "1996 Form 10-K")).
4.1.1 Amendment to the Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.1.1 to the Registrant's
Registration Statement on Form S-1 filed on November 20, 1997 (File No.
333-40613) (the "S-1")).
4.1.2 Amendment to Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.1.2 to the S-1).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the 1996 Form 10-K).
5.1 Opinion of King & Spalding regarding legality of shares being
registered.
23.1 Consent of King & Spalding (included in opinion filed as Exhibit 5.1).
23.2 Consent of Grant Thornton LLP.
24.1 Power of Attorney (included on signature page).
99.1 International Airline Support Group, Inc. Broad-Based Restricted Stock
Plan.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on April 17, 2002.
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
/s/ Alexius A. Dyer III
By:
Alexius A. Dyer III
Chairman, Chief Executive Officer
and President
Each person whose signature appears below constitutes and appoints Alexius A.
Dyer III as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on April 17,
2002 in the capacities indicated.
SIGNATURE TITLE
========= =====
/s/ Alexius A. Dyer III
Chairman, Chief Executive Officer, President and Director
Alexius A. Dyer III (Principal Executive Officer)
- ----------------------- --------------------------------
/s/ George Murnane III Director
-------------------- ---------
George Murnane III
/s/ John Wang
John Wang VP Finance and Chief Accounting Officer
(Principal Financial and Accounting Officer)
--------------------------------------------
/s/ F. Dixon McElwee, Jr.
F. Dixon McElwee, Jr.
Director
--------
/s/ Ronald R. Fogleman
Ronald R. Fogleman
Director
--------
/s/ E. James Mueller
E. James Mueller Director
- ------------------- ---------
EXHIBIT INDEX
Exhibit Number Description
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31, 1996 (the "1996 Form 10-K")).
4.1.1 Amendment to the Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.1.1 to the Registrant's
Registration Statement on Form S-1 filed on November 20, 1997 (File No.
333-40613) (the "S-1")).
4.1.2 Amendment to Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.1.2 to the S-1).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the 1996 Form 10-K).
5.1 Opinion of King & Spalding regarding legality of shares being
registered.
23.1 Consent of King & Spalding (included in opinion filed as Exhibit 5.1).
23.2 Consent of Grant Thornton LLP.
24.1 Power of Attorney (included on signature page).
99.1 International Airline Support Group, Inc. Broad-Based Restricted Stock
Plan.
EXHIBIT 5.1
KING & SPALDING
191 Peachtree Street
Atlanta, Georgia 30303
April 10, 2002
International Airline Support Group, Inc.
1954 Airport Road
Suite 200
Atlanta, Georgia 30341
Re: 167,800 shares of common stock, par value $.001 per share (the "Common
Stock"), to be issued pursuant to the International Airline Support Group, Inc.
Broad-Based Restricted Stock Plan (the "Plan")
Gentlemen:
We have acted as counsel to International Airline Support Group, Inc. (the
"Company"), in connection with the preparation and filing of a registration
statement on Form S-8 (the "Registration Statement"), for registration under the
Securities Act of 1933, as amended, of 167,800 shares of Common Stock, $.001 par
value, of the Company, to be issued pursuant to the Plan.
In rendering the opinions expressed below we have examined the Registration
Statement, the Plan, and such other documents as we have deemed necessary to
enable us to express the opinions hereinafter set forth. In addition, we have
examined and relied, to the extent we deemed proper, on certificates of officers
of the Company as to factual matters, on the originals or copies certified or
otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and certificates of public officials and
other persons as we have deemed appropriate. In our examination, we have
assumed the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
and the genuineness of all signatures on documents reviewed by us and the legal
capacity of natural persons.
Based upon and subject to the foregoing, we are of the opinion that all
legal and corporate proceedings necessary for the authorization and issuance of
the shares of Common Stock issuable by the Company pursuant to the Plan have
been duly taken and the shares of Common Stock, upon issuance pursuant to the
terms of the Plan, will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of the foregoing legal opinion as an
exhibit to the Registration Statement and all amendments thereto.
Very truly yours,
/s/ King & Spalding
King & Spalding
EXHIBIT 23.2
AUDITOR'S CONSENT
We have issued our report dated August 2, 2001, accompanying the consolidated
financial statements appearing in the Annual Report of International Airline
Support Group, Inc. and Subsidiaries on Form 10-K for the year ended May 31,
2001. We hereby consent to the incorporation by reference of the aforementioned
report in this Registration Statement of International Airline Support Group,
Inc. and Subsidiaries on Form S-8.
/s/ Grant Thornton LLP
Miami, Florida
April 2, 2002
EXHIBIT 99.1
International Airline Support Group, Inc.
Broad-Based
Restricted Stock Plan
[attached hereto]
-ii-
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
BROAD-BASED
RESTRICTED STOCK PLAN
-ii-
TABLE OF CONTENTS
Page
----
1 BACKGROUND AND PURPOSE 1
2 DEFINITIONS 1
2.1 Board 1
2.2 Change in Control 1
2.3 Code 3
2.4 Disabled 3
2.5 Employee 3
2.6 IASG 3
2.7 1933 Act 3
2.8 1934 Act 3
2.9 Plan 4
2.10 Restricted Stock Grant 4
2.11 Rule 16b-3 4
2.12 Stock 4
3 SHARES RESERVED UNDER PLAN 4
4 EFFECTIVE DATE 5
5 ADMINISTRATION 5
6 ELIGIBILITY 5
7 RESTRICTED STOCK GRANTS 6
7.1 Initial Grants 6
7.2 Issuance of Stock 6
7.3 Voting and Other Rights 7
7.4 Forfeitures 7
7.5 Forfeited Stock 8
8 NON-TRANSFERABILITY 9
9 RESALE RESTRICTIONS 9
10 ADJUSTMENT 10
10.1 Capital Structure 10
10.2 Mergers 10
10.3 Fractional Shares 11
11 AMENDMENT OR TERMINATION 11
12 MISCELLANEOUS 11
12.1 No Contract of Employment 11
12.2 Withholding 12
12.3 Construction 12
12.4 Other Conditions 12
12.5 Rule 16b-3 12
1
BACKGROUND AND PURPOSE
The purpose of this Plan is to promote the interest of IASG by authorizing
the Board to make Restricted Stock Grants to Employees in order to (1) attract
and retain Employees, (2) provide an additional incentive to each Employee to
work to increase the value of Stock and (3) provide each Employee with a stake
in the future of IASG.
2
DEFINITIONS
2.1 Board2.1 Board -- means the Board of Directors of IASG.
-----
2.2 Change in Control2.2 Change in Control -- means:
-------------------
(1) A "person" or "group" (within the meaning of 13(d) and
14(d)(2) of the 1934 Act) becomes, is determined by the Board (acting in good
faith) to be, or files a report on Schedule 13D, 13G or 14D-2 (or any successor
schedule, form or report) disclosing that such person or group is the ultimate
"beneficial owner" (as defined in Rule 13d-3 under the 1934 Act) of securities
representing more than twenty-five percent (25%) of the combined voting power of
IASG's then outstanding securities ordinarily having the right to vote at an
election of directors; provided, however, that the acquisition by IASG, by its
subsidiaries, by any employee benefit plan sponsored by IASG or by IASG's Chief
Executive Officer or Chief Operating Officer of securities representing more
than twenty-five percent (25%) of such voting power shall not constitute a
Change in Control;
(2) individuals who, on the effective date of this Plan, constitute the
members of the Board (together with any new members who were appointed to the
Board by individuals who, on the effective date of this Plan, constitute the
members of the Board or whose nomination for election to the Board was approved
by the then incumbent Chairman of the Board and disregarding any director who
resigned from the Board in the ordinary course of business) cease for any reason
to constitute at least seventy-five percent (75%) of the members of the Board
then in office;
(3) the sale of all or substantially all of IASG's assets in one transaction
or a series of related transactions to any person or group;
(4) IASG is merged, consolidated or reorganized into or with another
corporation or other legal person, or securities of IASG are exchanged for
securities of another corporation or other legal person, and immediately after
such merger, consolidation, reorganization or exchange less than fifty percent
(50%) of the combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held, directly or
indirectly, in the aggregate by the holders of securities entitled to vote
generally in the election of the members of the Board immediately prior to such
transaction;
(5) the stockholders of IASG or the Board shall take any action in
contemplation of the liquidation or dissolution of IASG; or
(6) any other transaction or series of related transactions occur that
have substantially the effect of the transactions specified in any of the
preceding sections of this definition of a Change in Control.
2.3 Code2.3 Code -- means the Internal Revenue Code of 1986, as amended.
----
2.4 Disabled 2.4 Disabled -- means a mental or physical condition which
--------
an Employee has on the date his or her employment with IASG terminates which in
the judgment of IASG's Chief Executive Officer acting in his or her absolute
discretion or, if the affected Employee is such officer, in the judgment of the
Board acting in its absolute discretion renders such Employee unable to perform
the essential functions of his or her job.
2.5 Employee2.5 Employee -- means each individual who is classified on
--------
IASG's payroll and personnel records as a regular, full-time employee of IASG
and each other individual who is classified on IASG's payroll and personnel
records as an employee of IASG who the Board in its discretion determines to
treat as a regular, full-time employee of IASG for purposes of this Plan.
2.6 IASG 2.6 IASG -- means International Airline Support Group, Inc., a
----
Delaware corporation, and any successor to International Airline Support Group,
Inc.
2.7 1933 Act2.7 1933 Act -- means the Securities Act of 1933, as
---------
amended.
2.8 1934 Act2.8 1934 Act -- means the Securities Exchange Act of 1934,
---------
as amended.
2.9 Plan2.9 Plan -- means this International Airline Support Group, Inc.
----
Broad-Based Restricted Stock Plan as effective as of the date adopted by
the Board and as amended from time to time thereafter.
2.10 Restricted Stock Grant2.10 Restricted Stock Grant -- means a grant
-----------------------
of Stock made to an Employee under 7.
2.11 Rule 16b-32.11 Rule 16b-3 -- means the exemption under Rule 16b-3
-----------
to Section 16(b) of the 1934 Act or any successor to such rule.
2.12 Stock2.12 Stock -- means the common stock, par value $.001 per
-----
share, of IASG.
3
SHARES RESERVED UNDER PLAN
There shall (subject to 10) be 167,800 shares of Stock reserved for
issuance under this Plan. Such shares of Stock shall be reserved to the extent
that IASG deems appropriate from authorized but unissued shares of Stock and
from shares of Stock that have been reacquired by IASG. Any shares of Stock
which have been issued as part of a Restricted Stock Grant which thereafter are
forfeited under 7.4 shall again become available for issuance under 7.5. Any
shares of Stock used to satisfy a tax withholding obligation shall not
thereafter become available for issuance under this Plan.
4
EFFECTIVE DATE
The effective date of this Plan shall be the date of its adoption by the
Board.
5
ADMINISTRATION
This Plan shall be administered by IASG's Chief Executive Officer or his or
her delegate. IASG's Chief Executive officer acting in his or her absolute
discretion shall exercise such powers and take such action (except for powers
and actions expressly reserved for the Board) as he or she deems appropriate and
proper under the circumstance, including the power to interpret this Plan and
take such other action in the administration and operation of this Plan as he or
she deems equitable under the circumstances, which action shall be binding on
IASG, on each affected Employee and on each other person directly or indirectly
affected by such action. However, any decisions with respect to any Restricted
Stock Grant made to IASG's Chief Executive Officer shall be made by the Board.
6
ELIGIBILITY
Only Employees shall be eligible for Restricted Stock Grants under this
Plan.
7
RESTRICTED STOCK GRANTS
7.1 Initial Grants7.1 Initial Grants. The Board as of the effective
---------------
date of this Plan under 4 shall make a Restricted Stock Grant to every
individual who is an Employee on such date. All such grants shall be made
subject to all the terms and conditions of this Plan and shall be evidenced by a
letter to each such Employee from IASG's Chief Executive Officer or his or
her delegate. The Board in its discretion shall determine the number of shares
of Stock subject to each such Restricted Stock Grant, but the total number of
shares of Stock subject to all such Restricted Stock Grants shall equal the
number of shares of Stock reserved for issuance under this Plan.
7.2 Issuance of Stock7.2 Issuance of Stock. The Stock subject to each
-------------------
Restricted Stock Grant shall (subject to 12.4) be issued in the name of the
Employee as of the date that the Employee properly executes the irrevocable
stock power in favor of IASG which IASG presents to such Employee and which
gives IASG the right to forfeit the shares of Stock subject to such grant in
accordance with 7.4, and no Stock shall be issued under this Plan in the name
of an Employee if he or she fails to execute such irrevocable stock power. Such
irrevocable stock power shall expire if and when the Stock subject to such
stock power no longer is subject to forfeiture under 7.4. Each such stock
certificate which represents shares of Stock issued as part of a Restricted
Stock Grant shall be held by IASG until the related Stock has been forfeited
under 7.4 or such Stock is no longer subject to forfeiture under 7.4. IASG
shall (subject to 9 and 12.4) deliver the stock certificate which represents
shares of Stock which no longer are subject to forfeiture under 7.4 to the
Employee to whom the related Restricted Stock Grant was made as soon as
practicable after such shares no longer are subject to forfeiture.
7.3 Voting and Other Rights7.3 Voting and Other Rights. An Employee
--------------------------
shall have the right to vote all the shares of Stock subject to a Restricted
Stock Grant made to that Employee while the Stock remains issued in his or her
name and shall have the right to receive any cash dividends declared on such
Stock while such Stock remains issued in his or her name. Any distributions
made with respect to any Stock subject to a Restricted Stock Grant other than
cash dividends shall be held by IASG subject to the same forfeiture conditions
as the Stock subject to the related Restricted Stock Grant and either shall be
forfeited under 7.4 when the Stock subject to such grant is forfeited or
delivered to the Employee when the Stock subject to the grant is no longer
subject to forfeiture.
7.4 Forfeitures7.4 Forfeitures. An Employee shall forfeit 100% of the
-----------
Stock subject to each and every Restricted Stock Grant made to such Employee if
his or her employment with IASG terminates for any reason whatsoever before the
fifth anniversary of the effective date of this Plan under 4 unless (1) his or
her employment with IASG terminates as a result of his or her death, in
which event the Stock subject to each of his or her outstanding Restricted Stock
Grants shall become non-forfeitable on the date his or her employment so
terminates, (2) his or her employment terminates because he or she is Disabled,
in which event the Stock subject to each of his or her outstanding Restricted
Stock Grants shall become non-forfeitable on the date his or her employment so
terminates or (3) there is a Change in Control, in which event the Stock subject
to each outstanding Restricted Stock Grant shall become non-forfeitable on the
date of such Change in Control. Each and every share of Stock which is subject
to an outstanding Restricted Stock Grant which was forfeitable immediately
before the fifth anniversary of the effective date of this Plan under 4 shall
become non-forfeitable on the fifth anniversary of such effective date.
7.5 Forfeited Stock7.5 Forfeited Stock. The Board as of the last day of
--------------- -
IASG's fiscal year (and as of any other date or dates in a calendar year
which the Board acting in its absolute discretion selects) shall make Restricted
Stock Grants with respect to the shares of Stock which have been forfeited under
7.4 and which are then available for issuance under 3. Whenever a Restricted
Stock Grant is made under this 7.5 to any Employee, a grant shall be made as
of the same date to every other individual who is an Employee on such date, and
each such grant shall be made subject to all the terms and conditions of this
Plan and shall be evidenced by a letter to each such Employee from IASG's Chief
Executive Officer or his or her delegate. The Board in its discretion shall
determine the number of shares of Stock subject to each such Restricted Stock
Grant, but the total number of shares of Stock subject to all Restricted Stock
Grants made as of any date shall equal the number of shares of Stock then
available for issuance under 3.
8
NON-TRANSFERABILITY
No Stock subject to a Restricted Stock Grant which remains subject to
forfeiture under 7.4 shall (absent the Board's consent) be transferable by an
Employee other than by will or by the laws of descent and distribution and, if
the Board consents to such a transfer, the person or persons to whom the Stock
is transferred thereafter shall be treated as the Employee and the shares of
Stock so transferred shall remain subject to all the terms and conditions of
this Plan. The person or persons to whom Stock subject to a Restricted Stock
grant is transferred by will or by the laws of descent and distribution
thereafter shall be treated as the Employee, and the shares of Stock so
transferred shall remain subject to all the terms and conditions of this Plan
9
RESALE RESTRICTIONS
Each Employee who is an officer or director of IASG shall be advised
through the delivery of a copy of this Plan that the shares of Stock subject to
a Restricted Stock Grant made to him or to her have been registered with the
Securities and Exchange Commission under the 1933 Act in a Registration
Statement on Form S-8. However, each such Employee also shall be advised
through the delivery of a copy of this Plan that, (i) because, such Employee may
be deemed to be an affiliate of IASG and (ii) because the sale or distribution
by such Employee of such Stock has not been registered under the 1933 Act, such
Employee may not sell, transfer or otherwise dispose of Stock issued to such
Employee unless (x) such sale, transfer or other disposition is made in
conformity with the volume and other limitations of the 1933 Act, (y) such sale,
transfer or other disposition has been registered under the 1933 Act or (z) in
the written opinion of counsel reasonably acceptable to IASG, such sale,
transfer or other disposition is otherwise exempt from registration under the
1933 Act.
10
ADJUSTMENT
10.1 Capital Structure 10.1
Capital Structure. The number, kind or class (or any combination thereof)
of shares of Stock reserved under 3 and the
number, kind or class (or any combination thereof) of shares of Stock subject to
outstanding Restricted Stock Grants under this Plan shall be adjusted by the
Board in an equitable manner as determined by the Board to reflect any change in
the capitalization of IASG, including, but not limited to, such changes as stock
dividends or stock splits.
10.2 Mergers10.2 Mergers. The Board as part of any corporate
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transaction described in 424(a) of the Code shall have the right to adjust (in
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any manner that the Board in its discretion deems consistent with 424(a)
of the Code) the number, kind or class (or any combination thereof) of shares of
Stock reserved under 3. Furthermore, the Board as part of any corporate
transaction described in 424(a) of the Code shall have the right to adjust (in
any manner that the Board in its discretion deems consistent with 424(a) of
the Code) the number, kind or class (or any combination thereof) of shares of
Stock subject to any outstanding Restricted Stock Grants.
10.3 Fractional Shares10.3 Fractional Shares. If any adjustment under
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this 10 would create a fractional share of Stock or a right to acquire a
fractional share of Stock, such fractional share shall be disregarded and the
number of shares of Stock reserved under this Plan and the number subject to
outstanding Restricted Stock grants shall be the next lower number of shares of
Stock, rounding all fractions downward. An adjustment made under this 10 by
the Board shall be conclusive and binding on all affected persons.
11
AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, the Board shall not
have the right unilaterally to modify, amend or cancel any outstanding
Restricted Stock Grant unless the Employee to whom such grant was made consents
in writing to such modification, amendment or cancellation.
12
MISCELLANEOUS
12.1 No Contract of Employment12.1 No Contract of Employment. A
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Restricted Stock Grant made to an Employee under this Plan shall not constitute
a contract of employment and shall not confer on an Employee any rights upon his
or her termination of employment in addition to those rights expressly set
forth in this Plan.
12.2 Withholding12.2 Withholding. Each Restricted Stock Grant shall be
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made subject to the condition that the Employee consents to whatever action the
Board directs to satisfy the minimum statutory federal and state tax withholding
requirements, if any, that IASG determines are applicable to the Restricted
Stock Grant when the Stock subject to such grant no longer is subject to
forfeiture under 7.4.
12.3 Construction12.3 Construction. All references to sections ( ) are
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to sections ( ) of this Plan unless otherwise indicated. This Plan shall be
construed under the laws of the State of Delaware. Each term set forth in 2
shall have the meaning set forth opposite such term for purposes of this Plan
and, for purposes of such definitions, the singular shall include the plural and
the plural shall include the singular.
12.4 Other Conditions12.4 Other Conditions. IASG may require that an
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Employee (as a condition to the issuance of Stock as part of a Restricted Stock
Grant or the delivery of the stock certificate representing such shares of
Stock) enter into any agreement or make such representations prepared by IASG,
including (without limitation) any agreement that restricts the transfer of
Stock acquired pursuant to a Restricted Stock Grant or provides for the
repurchase of such Stock by IASG.
12.5 Rule 16b-312.5 Rule 16b-3. The Board shall have the right to amend
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any Restricted Stock Grant or to withhold or otherwise restrict the
transfer of any Stock under this Plan to an Employee as the Board deems
appropriate in order to satisfy any condition or requirement under Rule 16b-3.
IN WITNESS WHEREOF, IASG has caused its duly authorized officer to execute
this Plan to evidence its adoption of this Plan.
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
By:____________________________
Date:__________________________